UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

~~June~~Date of Report (Date of earliest event reported): August 619, 2005

~~Date~~THREE ofFIVE ~~Report~~SYSTEMS, ~~(Date of earliest event reported)~~INC.

~~THREE-FIVE~~(Exact ~~SYSTEMS,~~name ~~INC.~~ of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


DELAWARE	1-4373	86-0654102
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

DELAWARE		001-04373		86-0654102
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1600 N. DESERT DRIVE
TEMPE, AZ
85281
(Address of Principal Executive Offices)
(Zip Code)

~~1600~~Registrant’s N.telephone ~~DESERT DRIVE TEMPE~~number, ~~ARIZONA~~including area code: 602-389-8600 ~~85281~~

(Address of Principal Executive Offices) (Zip Code)

(602) 389-8600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. SIGNATURES


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 8.01 Other Events.
	Item 9.01 Exhibits
SIGNATURES
Exhibit 99.1

~~Item~~Overview ~~3.01. Notice~~ of ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Events

AsOn ~~previously~~August 19, ~~reported~~2005, ~~the~~Three ~~Company~~Five ~~received~~Systems, ~~notice~~Inc. ~~from~~ (the ~~NYSE~~“Registrant”) onannounced ~~May 24, 2005,~~ that ~~the~~its wholly ~~Company~~owned ~~has~~subsidiary, ~~fallen~~TFS ~~below~~Electronic ~~the~~Manufacturing ~~continued~~Systems, ~~listing requirement in Section 802~~Inc.~~01B~~ of (the ~~NYSE Listed Company Manual~~“Subsidiary”), ~~which~~will ~~requires~~sell ~~that~~ the ~~Company~~majority ~~maintain an average market capitalization~~ of ~~not~~ ~~less~~assets ~~than $50 million over a 30-trading-day period and stockholders’ equity~~ of ~~not~~its ~~less~~electronic ~~than~~manufacturing ~~$50 million.~~systems ~~The~~(“EMS”) ~~Company~~operations ~~had~~in ~~previously received a notice on April 26~~Redmond, ~~2005~~Washington, ~~that~~to Catalyst ~~the~~Manufacturing ~~Company~~Services, ~~was~~Inc. ~~not in~~The ~~compliance with NYSE~~Registrant’s ~~minimum~~press ~~average~~release ~~closing~~regarding ~~price~~this ~~listing~~transaction ~~requirement~~is attached inhereto ~~Section~~as Exhibit ~~802~~99.~~01A~~1. ~~of the~~In ~~NYSE~~order ~~Listed~~to ~~Company~~implement ~~Manual, and that~~ the ~~Company~~sale ~~must~~of ~~bring~~ its ~~share~~EMS ~~price~~operation, ~~and average share~~the ~~price~~Subsidiary ~~back~~will ~~above~~be ~~$1.00~~reorganizing byunder ~~October~~Chapter ~~25,~~11 ~~2005. As~~ of ~~May 24, 2005,~~ the ~~Company~~United ~~still~~States ~~was~~Bankruptcy ~~not in compliance with the minimum average closing price listing requirement~~Code. The Registrant ~~NYSE~~has ~~requested~~agreed ~~that~~to ~~the Company~~provide ~~submit~~certain ~~business~~financing ~~plan materials~~ to the ~~NYSE~~Registrant byduring ~~May 31,~~such ~~2005 that demonstrate how the Company~~reorganization ~~will~~through ~~achieve~~an ~~compliance~~unsecured ~~with~~debtor-in-possession ~~the~~credit ~~NYSE listing requirements within the next 18 months~~facility.

~~On June~~Item 6, 2005, the Company received notice from the NYSE that trading in the Company’s common stock will be suspended prior to the opening of business on Friday, June 10, 2005 and that the Company’s common stock will be delisted1.01 OnEntry ~~June 7,~~into ~~2005, the NYSE issued~~ a ~~press~~Material ~~release stating,~~Definitive among other things, that it had determined to suspend trading in the Company’s common stock and that application to the Securities and Exchange Commission to delist the Company’s common stock from the NYSE is pending the completion of applicable proceduresAgreement. ~~The Company does not~~ ~~intend to appeal this notice of delisting.~~

~~The Company is examining other trading alternatives for its common stock, including the OTC~~DIP ~~Bulletin~~Credit ~~Board, to be effective following its delisting from the NYSE. The Company cannot,~~Agreement ~~however, provide any assurance that its common stock will be quoted on the OTC Bulletin Board, or on any other quotation service, following the delisting from the NYSE.~~

~~Table~~ On August 19, 2005, the Registrant signed a Debtor-in-Possession Credit Agreement with the Subsidiary, under which the Registrant has agreed to extend an unsecured revolving credit line, in the amount of ~~Contents~~$2,500,000, to the Subsidiary. The purpose of the revolving credit line is to provide the Subsidiary funds to be used to pay the Subsidiary’s operating expenses during its reorganization under Chapter 11 of the United State Bankruptcy Code.

~~SIGNATURES~~ The agreement contains customary representations and warranties as well as covenants relating to the incurrence of debt, sales of assets, and other customary lending covenants. Under the terms of the agreement, the Subsidiary is required to pay back, with five percent (5.0%) interest, all borrowed amounts under the loan, on or before January 15, 2006, though certain events provided for in the agreement can accelerate the loan maturity date. The agreement is subject to the approval of the bankruptcy court in the Subsidiary’s bankruptcy proceeding, as discussed below in Item 8.01.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has~~Asset ~~duly~~Purchase ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Agreement

	THREE-FIVE SYSTEMS, INC.
Date: June 8, 2005	By:	/s/ Jack L. Saltich
		Jack L. Saltich
		President and Chief Executive Officer

On August 18, 2005, the Subsidiary of the Registrant signed an asset purchase agreement to sell the majority of assets of its EMS operation in Redmond, Washington, to Catalyst Manufacturing Services, Inc. The EMS assets of the Subsidiary include substantially all of the company’s manufacturing operations in Redmond, Washington.

The value of the transaction is made up of $3.6 million in cash to be paid to the Subsidiary at closing and the assumption of certain liabilities by Catalyst. The Registrant estimates the total value of the transaction will be approximately $6.6 million, subject to adjustments relating to accounts receivable and inventory valuations.

The asset purchase agreement is subject to customary closing conditions as well as approval of the bankruptcy court in the Subsidiary’s bankruptcy proceeding, as discussed below in Section 8.01.

Item 8.01 Other Events.

In order to implement the asset purchase agreement discussed in Item 1.01 herein, on August 19, 2005, the Subsidiary filed a voluntary petition for reorganization under Chapter 11 of

the United State Bankruptcy Code, in the United States Bankruptcy Court for the District of Arizona. The Subsidiary will continue to manage its properties and operate its businesses as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the provisions of the Bankruptcy Code.

In order to facilitate the Subsidiary’s reorganization under Chapter 11, the Registrant has agreed to provide the Subsidiary with a debtor-in-possession credit facility as described in Item 1.01 herein. To date, no reorganization plan has been submitted to the Bankruptcy Court.

Item 9.01 Exhibits

The Registrant’s press release related to these events is attached hereto as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THREE FIVE SYSTEMS, INC.

Date: August 19, 2005	By:	/s/ Carl H. Young III

	Name:	Carl H. Young III
	Title:	Chief Restructuring Officer

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